Payment to NextWave Clause Samples

Payment to NextWave a. Conditioned upon (i) enactment of the Legislation, (ii) the occurrence of the Final Bankruptcy Settlement Approval Date, and (iii) NextWave’s simultaneous surrender and return of the Designated Licenses and its complete relinquishment of any and all claims related to the Covered Spectrum and the Designated Licenses as set forth in Section 6, and in consideration thereof, the FCC agrees to pay to or on behalf of NextWave as provided in subsections (b) and b. Upon the occurrence of the Relinquishment Date, the FCC will be obligated to make the NextWave Payment in the manner provided in subsection (c) below on the first to occur of the following (the “NextWave Payment Date”): i. the fifteenth day following delivery to the Department of the Treasury of a Payment Certification which shall be made by the FCC no later than the seventh Business Day after the date on which the United States has received aggregate cash proceeds equal to or greater than $9.55 billion from the payment by Participating Auction 35 Winning Bidders of Amounts Due on Receipt in respect of Auction 35 Licenses and the Auction 35 Deposits relating to such Licenses; ii. the fifteenth day following delivery to the Department of the Treasury of a Payment Certification which shall be made by the FCC no later than the seventh Business Day after the date that an order is entered by any court in a proceeding under the exclusive review provisions of the Legislation that is Final, which precludes or has the legal effect of precluding the grant of the Auction 35 Licenses to the Auction 35 Winning Bidders; or iii. December 31, 2002. c. On the NextWave Payment Date, and in satisfaction of the obligation described in subsection (a) of this Section 4, the United States will make a $6.498 billion cash payment (the “Cash Payment”) directly to NextWave, and will pay $3.052 billion to the United States as a nonrefundable advance tax payment (the “Advance Tax Payment”) on behalf of, and for the benefit of, NextWave for the tax period in which the Relinquishment Date occurs (the “Taxable Period”). This Advance Tax Payment shall be available toward satisfaction of the total federal income tax liability of NextWave with respect to the transaction that is the subject of this Agreement (“Total Tax Liability”). This Advance Tax Payment of $3.052 billion can be used by NextWave only as a credit against its Total Tax Liability for the Taxable Period and not on a